BILL NUMBER: SB 284	CHAPTERED  10/10/99

	CHAPTER   1000
	FILED WITH SECRETARY OF STATE   OCTOBER 10, 1999
	APPROVED BY GOVERNOR   OCTOBER 10, 1999
	PASSED THE SENATE   SEPTEMBER 9, 1999
	PASSED THE ASSEMBLY   SEPTEMBER 8, 1999
	AMENDED IN ASSEMBLY   SEPTEMBER 3, 1999
	AMENDED IN ASSEMBLY   AUGUST 16, 1999
	AMENDED IN ASSEMBLY   JULY 15, 1999
	AMENDED IN SENATE   APRIL 6, 1999
	AMENDED IN SENATE   MARCH 9, 1999

INTRODUCED BY   Senator Kelley

                        FEBRUARY 2, 1999

   An act to amend Sections 10151.5, 14233, 14250, 14260, 14427,
14461, 14483, and 18896.8 of, and to repeal Section 14492.5 of, the
Business and Professions Code, to amend  Section 1782 of, and to
amend and renumber Section 990 of, the Civil Code, to amend Section
2104 of, and to repeal Section 1018 of, the Code of Civil Procedure,
to amend Sections 9403, 9404, 9405, 9406, and 9409 of the Commercial
Code, to amend Sections 1502, 1905, 2117, 2205, 5008.6, 6210, 8210,
15800, 16953, 16954, 16959, 16960, 16962, 17060, 17356, 17654, 21304,
24003, and 24004 of, to add Sections 1107.5 and 17375 to, and to
repeal Chapter 15 (commencing with Section 17700) of Title 2.5 of,
the Corporations Code, to repeal Section 5805 of the Financial Code,
to amend Sections 6518 and 12168.5 of, to add Sections 12175, 12176,
12177, 12178, 12178.1, 12179, and 12179.1 to, to repeal Sections
12164.5 and 12164.7 of, and to repeal and add Article 3 (commencing
with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2
of, the Government Code, to repeal Sections 601, 602, 603, and 604 of
the Harbors and Navigation Code, and to repeal Section 21414 of the
Public Utilities Code, relating to the Secretary of State.


	LEGISLATIVE COUNSEL'S DIGEST


   SB 284, Kelley.  Secretary of State.
   (1) Existing law authorizes the Secretary of State to charge
various fees for the filing, indexing, and furnishing of various
documents and the performance of other functions by the Secretary of
State.  Existing law, until January 1, 2000, requires that fees
collected and interest earned in excess of the authority of the
Secretary of State to expend those fees and interest pursuant to the
annual Budget Act, up to $2,000,000 at the end of each fiscal year,
be transferred from the Secretary of State's Business Fees Fund to
the Business Reinvestment Fund.  Existing law, until January 1, 2000,
requires any additional excess fees and interest earned be
transferred to the General Fund at the end of each fiscal year.
Existing law, as of January 1, 2000, requires that all fees collected
and interest earned in excess of the authority of the Secretary of
State to expend those fees and interest pursuant to the annual Budget
Act be transferred to the General Fund at the end of each fiscal
year.
   This bill would consolidate the statutory fees for various
business programs in the Government Code and revise certain of those
fees.  This bill would require that of the fees collected and
interest earned in excess of the authority of the Secretary of State
to expend those fees and interest pursuant to the annual Budget Act,
up to $1,000,000 may remain in the Business Fees Fund.  Any
additional excess fees and interest earned would be transferred to
the General Fund.
   (2) Existing law requires every corporation to file, within 90
days after the filing of its original articles of incorporation and
annually thereafter, a statement of general information and a
designation of an agent for the service of process with the Secretary
of State.  Existing law requires every limited liability company and
every foreign limited liability company registered to transact
intrastate business in this state to file, within 90 days after the
filing of its original articles of organization and annually
thereafter, a statement of general information and a designation of
an agent for the service of process with the Secretary of State.
   This bill would require a corporation, limited liability company,
and foreign limited liability company to file this statement
biennially and would permit changes to be filed to these statements
without charge until the next filing is due.
   (3) Existing law designates the Secretary of State as the agent
for service of process for various purposes, including, but not
limited to, nonresident applicants for real estate licenses,
registration of savings and loan holding companies, and nonresidents
with respect to the use of watercraft or ownership of aircraft.
   This bill would delete the requirement that the Secretary of State
be named the agent for service of process under these provisions of
law.
   (4) Existing law authorizes the Secretary of State to file or
record any document by using automated data processing,
telecommunications, and other information technologies that do not
permit additions, deletions, or changes in the original document.
   This bill would authorize the Secretary of State to adopt rules
and regulations to authorize the electronic filing of any documents
required to be filed with the Secretary of State under any law
administered by the Secretary of State.  This bill would authorize
the filing officer to employ a system of microphotography, optical
disk, or reproduction by other techniques, which do not permit
additions, deletions, or changes to the original documents.
   (5) Existing law provides procedures for the merger of
corporations.
   This bill would require a surviving domestic corporation in a
merger to assume the tax liability of a domestic disappearing
corporation and would authorize the Secretary of State under
specified circumstances to file a corporate merger without the
certificate of satisfaction of the Franchise Tax Board and to notify
the board of the merger.
   (6) Existing law requires that a notice be filed with the
Secretary of State in the event a registered limited liability
partnership or a foreign limited partnership ceases to be a limited
liability partnership.
   This bill would require a tax clearance certificate issued by the
Franchise Tax Board to be filed with the notice.
   (7) Existing law, in an uncodified provision, provides that
nothing in specified laws that amend the Beverly-Killea Limited
Liability Company Act, is to be construed to permit a domestic or
foreign limited liability company to render professional services.
   This bill would codify that provision.
   (8) This bill would provide that its provisions pertaining to
information technology may not be implemented, and no information
technology related preparation work may be undertaken in connection
with these provisions prior to July 1, 2001, unless otherwise
authorized by the Department of Information Technology pursuant to a
specified executive order.
   (9) This bill would incorporate additional changes in Section 990
of the Civil Code proposed by SB 209, to be operative if SB 209 and
this bill are both enacted and become effective on or before January
1, 2000, and this bill is enacted last.
   (10) This bill would add an alternative version of Section 12182
to the Government Code that would incorporate changes in Section
12208 of the Government Code and a related reporting requirement that
are proposed by SB 408, to be operative if SB 408 and this bill are
both enacted and become effective on or before January 1, 2000, and
this bill is enacted last.


THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:


  SECTION 1.  Section 10151.5 of the Business and Professions Code is
amended to read:
   10151.5.  (a) An applicant who is not a resident of this state
shall be eligible for a real estate license provided (1) the
applicant qualifies for licensure under this chapter, including
Section 10162, and (2) the state or other jurisdiction that is the
place of residence of the applicant permits a resident of California
to qualify for and obtain a real estate license in that jurisdiction.

   (b) A foreign corporation shall be exempt from the eligibility
requirement set forth in clause (2) of subdivision (a) if, and for so
long as, at least one of the officers of the corporation who is
designated and licensed as a real estate broker pursuant to Section
10158 or 10211 is a resident of this state.
   (c) Every nonresident applicant for a real estate license shall,
along with his or her application, file with the Real Estate
Commissioner an irrevocable consent that if in any action commenced
against him or her in this state, personal service of process upon
him or her cannot be made in this state after the exercise of due
diligence, a valid service may thereupon be made upon the applicant
by delivering the process to the Department of Real Estate.
  SEC. 2.  Section 14233 of the Business and Professions Code is
amended to read:
   14233.  The application for registration shall be accompanied by a
filing fee as set forth in subdivision (a) of Section 12193 of the
Government Code.
  SEC. 3.  Section 14250 of the Business and Professions Code is
amended to read:
   14250.  Registration of a mark, as provided by this chapter, shall
be effective for a term of 10 years from the date of registration
and be renewable for 10-year periods, upon application filed within
six months prior to the expiration of the term.  The application for
renewal shall be prescribed by the Secretary of State for that
purpose and shall be submitted with the fee as set forth in
subdivision (c) of Section 12193 of the Government Code.
   A mark registration may be renewed for successive periods of 10
years in like manner.
  SEC. 4.  Section 14260 of the Business and Professions Code is
amended to read:
   14260.  Any mark and its registration pursuant to this chapter
shall be assignable with the goodwill of the business in which the
mark is used, or with that part of the goodwill of the business
connected with the use of and symbolized by the mark.  Assignment
information shall be by instruments in writing duly executed and
acknowledged and may be filed with the Secretary of State upon the
payment of a fee as set forth in subdivision (b) of Section 12193 of
the Government Code.  Upon filing of the assignment, the Secretary of
State shall issue in the name of the assignee a new certificate for
the remainder of the term of the registration or of the last renewal
thereof.  An assignment of any registration under this chapter shall
be void as against any subsequent purchaser for valuable
consideration without notice, unless it is filed with the Secretary
of State within three months after the date thereof or prior to the
subsequent purchase.
  SEC. 5.  Section 14427 of the Business and Professions Code is
amended to read:
   14427.  Any person, who is engaged in the manufacture, packing,
canning, bottling, or selling of any substance in containers with his
or her name, or other mark or device impressed or produced thereon,
or whose equipment or supplies, owned by and used in his or her
business, bears a name or other mark or device impressed or produced
thereon, may file in the office of the Secretary of State after
payment of the fee set forth in subdivision (d) of Section 12193 of
the Government Code, a description of the name, mark, or device so
used, as a brand.
  SEC. 6.  Section 14461 of the Business and Professions Code is
amended to read:
   14461.  Any farm owner or lessee in this state may register the
name of his or her farm with the Secretary of State, and the
Secretary of State shall issue a certificate setting forth the name
and location of the farm and the name of the owner upon payment of
the fee as set forth in subdivision (g) of Section 12193 of the
Government Code.
  SEC. 7.  Section 14483 of the Business and Professions Code is
amended to read:
   14483.  The registrant shall pay to the Secretary of State for
filing each laundry supply designation described and for issuing a
certificate of filing a fee as set forth in subdivision (e) of
Section 12193 of the Government Code, and to the county clerk a fee
of one dollar ($1) for each designation described and filed.
  SEC. 8.  Section 14492.5 of the Business and Professions Code is
repealed.
  SEC. 8.5.  Section 18896.8 of the Business and Professions Code is
amended to read:
   18896.8.  (a) An athlete agent shall pay filing fees in an amount
established pursuant to subdivision (b) of Section 12195 of the
Government Code upon making the filings required by Sections 18896
and 18896.2.
   (b) All fees collected by the Secretary of State under this
chapter shall be paid into the State Treasury and credited to the
Business Fees Fund of the Secretary of State.
  SEC. 9.  Section 990 of the Civil Code is amended to read:
   990.  (a) Any person who uses a deceased personality's name,
voice, signature, photograph, or likeness, in any manner, on or in
products, merchandise, or goods, or for purposes of advertising or
selling, or soliciting purchases of, products, merchandise, goods, or
services, without prior consent from the person or persons specified
in subdivision (c), shall be liable for any damages sustained by the
person or persons injured as a result thereof.  In addition, in any
action brought under this section, the person who violated the
section shall be liable to the injured party or parties in an amount
equal to the greater of seven hundred fifty dollars ($750) or the
actual damages suffered by the injured party or parties, as a result
of the unauthorized use, and any profits from the unauthorized use
that are attributable to the use and are not taken into account in
computing the actual damages.  In establishing these profits, the
injured party or parties shall be required to present proof only of
the gross revenue attributable to the use and the person who violated
the section is required to prove his or her deductible expenses.
Punitive damages may also be awarded to the injured party or parties.
  The prevailing party or parties in any action under this section
shall also be entitled to attorneys' fees and costs.
   (b) The rights recognized under this section are property rights,
freely transferable, in whole or in part, by contract or by means of
trust or testamentary documents, whether the transfer occurs before
the death of the deceased personality, by the deceased personality or
his or her transferees, or, after the death of the deceased
personality, by the person or persons in whom the rights vest under
this section or the transferees of that person or persons.
   (c) The consent required by this section shall be exercisable by
the person or persons to whom the right of consent, or portion
thereof, has been transferred in accordance with subdivision (b), or
if no such transfer has occurred, then by the person or persons to
whom the right of consent, or portion thereof, has passed in
accordance with subdivision (d).
   (d) Subject to subdivisions (b) and (c), after the death of any
person, the rights under this section shall belong to the following
person or persons and may be exercised, on behalf of and for the
benefit of all of those persons, by those persons who, in the
aggregate, are entitled to more than a one-half interest in the
rights:
   (1) The entire interest in those rights belong to the surviving
spouse of the deceased personality unless there are any surviving
children or grandchildren of the deceased personality, in which case
one-half of the entire interest in those rights belong to the
surviving spouse.
   (2) The entire interest in those rights belong to the surviving
children of the deceased personality and to the surviving children of
any dead child of the deceased personality unless the deceased
personality has a surviving spouse, in which case the ownership of a
one-half interest in rights is divided among the surviving children
and grandchildren.
   (3) If there is no surviving spouse, and no surviving children or
grandchildren, then the entire interest in those rights belong to the
surviving parent or parents of the deceased personality.
   (4) The rights of the deceased personality's children and
grandchildren are in all cases divided among them and exercisable in
the manner provided in Section 240 of the Probate Code according to
the number of the deceased personality's children represented.  The
share of the children of a dead child of a deceased personality can
be exercised only by the action of a majority of them.
   (e) If any deceased personality does not transfer his or her
rights under this section by contract, or by means of a trust or
testamentary document, and there are no surviving persons as
described in subdivision (d), then the rights set forth in
subdivision (a) shall terminate.
   (f) (1) A successor-in-interest to the rights of a deceased
personality under this section or a licensee thereof may not recover
damages for a use prohibited by this section that occurs before the
successor-in-interest or licensee registers a claim of the rights
under paragraph (2).
   (2) Any person claiming to be a successor-in-interest to the
rights of a deceased personality under this section or a licensee
thereof may register that claim with the Secretary of State on a form
prescribed by the Secretary of State and upon payment of a fee as
set forth in subdivision (d) of Section 12195 of the Government Code.
  The form shall be verified and shall include the name and date of
death of the deceased personality, the name and address of the
claimant, the basis of the claim, and the rights claimed.
   (3) Upon receipt and after filing of any document under this
section, the Secretary of State may microfilm or reproduce by other
techniques any of the filings or documents and destroy the original
filing or document.  The microfilm or other reproduction of any
document under the provisions of this section shall be admissible in
any court of law.  The microfilm or other reproduction of any
document may be destroyed by the Secretary of State 50 years after
the death of the personality named therein.
   (4) Claims registered under this subdivision shall be public
records.
   (g) No action shall be brought under this section by reason of any
use of a deceased personality's name, voice, signature, photograph,
or likeness occurring after the expiration of 50 years from the death
of the deceased personality.
   (h) As used in this section, "deceased personality" means any
natural person whose name, voice, signature, photograph, or likeness
has commercial value at the time of his or her death, whether or not
during the lifetime of that natural person the person used his or her
name, voice, signature, photograph, or likeness on or in products,
merchandise or goods, or for purposes of advertising or selling, or
solicitation of purchase of, products, merchandise, goods, or
services.  A "deceased personality" shall include, without
limitation, any such natural person who has died within 50 years
prior to January 1, 1985.
   (i) As used in this section, "photograph" means any photograph or
photographic reproduction, still or moving, or any video tape or live
television transmission, of any person, such that the deceased
personality is readily identifiable.  A deceased personality shall be
deemed to be readily identifiable from a photograph when one who
views the photograph with the naked eye can reasonably determine who
the person depicted in the photograph is.
   (j) For purposes of this section, a use of a name, voice,
signature, photograph, or likeness in connection with any news,
public affairs, or sports broadcast or account, or any political
campaign, shall not constitute a use for which consent is required
under subdivision (a).
   (k) The use of a name, voice, signature, photograph, or likeness
in a commercial medium shall not constitute a use for which consent
is required under subdivision (a) solely because the material
containing the use is commercially sponsored or contains paid
advertising.  Rather, it shall be a question of fact whether or not
the use of the deceased personality's name, voice, signature,
photograph, or likeness was so directly connected with the commercial
sponsorship or with the paid advertising as to constitute a use for
which consent is required under subdivision (a).
   (l) Nothing in this section shall apply to the owners or employees
of any medium used for advertising, including, but not limited to,
newspapers, magazines, radio and television networks and stations,
cable television systems, billboards, and transit ads, by whom any
advertisement or solicitation in violation of this section is
published or disseminated, unless it is established that the owners
or employees had knowledge of the unauthorized use of the deceased
personality's name, voice, signature, photograph, or likeness as
prohibited by this section.
   (m) The remedies provided for in this section are cumulative and
shall be in addition to any others provided for by law.
   (n) This section shall not apply to the use of a deceased
personality's name, voice, signature, photograph, or likeness, in any
of the following instances:
   (1) A play, book, magazine, newspaper, musical composition, film,
radio or television program, other than an advertisement or
commercial announcement not exempt under paragraph (4).
   (2) Material that is of political or newsworthy value.
   (3) Single and original works of fine art.
   (4) An advertisement or commercial announcement for a use
permitted by paragraph (1), (2), or (3).
  SEC. 9.5.  Section 990 of the Civil Code is amended and renumbered
to read:
   3344.1.  (a) (1) Any person who uses a deceased personality's
name, voice, signature, photograph, or likeness, in any manner, on or
in products, merchandise, or goods, or for purposes of advertising
or selling, or soliciting purchases of, products, merchandise, goods,
or services, without prior consent from the person or persons
specified in subdivision (c), shall be liable for any damages
sustained by the person or persons injured as a result thereof.  In
addition, in any action brought under this section, the person who
violated the section shall be liable to the injured party or parties
in an amount equal to the greater of seven hundred fifty dollars
($750) or the actual damages suffered by the injured party or
parties, as a result of the unauthorized use, and any profits from
the unauthorized use that are attributable to the use and are not
taken into account in computing the actual damages.  In establishing
these profits, the injured party or parties shall be required to
present proof only of the gross revenue attributable to the use and
the person who violated the section is required to prove his or her
deductible expenses.  Punitive damages may also be awarded to the
injured party or parties.  The prevailing party or parties in any
action under this section shall also be entitled to attorneys' fees
and costs.
   (2) For purposes of this subdivision, a play, book, magazine,
newspaper, musical composition, audiovisual work, radio or television
program, single and original work of art, work of political or
newsworthy value, or an advertisement or commercial announcement for
any of these works, shall not be considered a product, article of
merchandise, good, or service if it is fictional or nonfictional
entertainment, or a dramatic, literary, or musical work.
   (3) If a work that is protected under paragraph (2) includes
within it a use in connection with a product, article of merchandise,
good, or service, this use shall not be exempt under this
subdivision, notwithstanding the unprotected use's inclusion in a
work otherwise exempt under this subdivision, if the claimant proves
that this use is so directly connected with a product, article of
merchandise, good, or service as to constitute an act of advertising,
selling, or soliciting purchases of that product, article of
merchandise, good, or service by the deceased personality without
prior consent from the person or persons specified in subdivision
(c).
   (b) The rights recognized under this section are property rights,
freely transferable, in whole or in part, by contract or by means of
trust or testamentary documents, whether the transfer occurs before
the death of the deceased personality, by the deceased personality or
his or her transferees, or, after the death of the deceased
personality, by the person or persons in whom the rights vest under
this section or the transferees of that person or persons.
   (c) The consent required by this section shall be exercisable by
the person or persons to whom the right of consent, or portion
thereof, has been transferred in accordance with subdivision (b), or
if no transfer has occurred, then by the person or persons to whom
the right of consent, or portion thereof, has passed in accordance
with subdivision (d).
   (d) Subject to subdivisions (b) and (c), after the death of any
person, the rights under this section shall belong to the following
person or persons and may be exercised, on behalf of and for the
benefit of all of those persons, by those persons who, in the
aggregate, are entitled to more than a one-half interest in the
rights:
   (1) The entire interest in those rights belong to the surviving
spouse of the deceased personality unless there are any surviving
children or grandchildren of the deceased personality, in which case
one-half of the entire interest in those rights belong to the
surviving spouse.
   (2) The entire interest in those rights belong to the surviving
children of the deceased personality and to the surviving children of
any dead child of the deceased personality unless the deceased
personality has a surviving spouse, in which case the ownership of a
one-half interest in rights is divided among the surviving children
and grandchildren.
   (3) If there is no surviving spouse, and no surviving children or
grandchildren, then the entire interest in those rights belong to the
surviving parent or parents of the deceased personality.
   (4) The rights of the deceased personality's children and
grandchildren are in all cases divided among them and exercisable in
the manner provided in Section 240 of the Probate Code according to
the number of the deceased personality's children represented.  The
share of the children of a dead child of a deceased personality can
be exercised only by the action of a majority of them.
   (e) If any deceased personality does not transfer his or her
rights under this section by contract, or by means of a trust or
testamentary document, and there are no surviving persons as
described in subdivision (d), then the rights set forth in
subdivision (a) shall terminate.
   (f) (1) A successor in interest to the rights of a deceased
personality under this section or a licensee thereof may not recover
damages for a use prohibited by this section that occurs before the
successor in interest or licensee registers a claim of the rights
under paragraph (2).
   (2) Any person claiming to be a successor in interest to the
rights of a deceased personality under this section or a licensee
thereof may register that claim with the Secretary of State on a form
prescribed by the Secretary of State and upon payment of a fee as
set forth in subdivision (d) of Section 12195 of the Government Code.
  The form shall be verified and shall include the name and date of
death of the deceased personality, the name and address of the
claimant, the basis of the claim, and the rights claimed.
   (3) Upon receipt and after filing of any document under this
section, the Secretary of State shall post the document along with
the entire registry of persons claiming to be a successor in interest
to the rights of a deceased personality or a registered licensee
under this section upon the World Wide Web, also known as the
Internet.  The Secretary of State may microfilm or reproduce by other
techniques any of the filings or documents and destroy the original
filing or document.  The microfilm or other reproduction of any
document under the provisions of this section shall be admissible in
any court of law.  The microfilm or other reproduction of any
document may be destroyed by the Secretary of State 70 years after
the death of the personality named therein.
   (4) Claims registered under this subdivision shall be public
records.
   (g) No action shall be brought under this section by reason of any
use of a deceased personality's name, voice, signature, photograph,
or likeness occurring after the expiration of 70 years after the
death of the deceased personality.
   (h) As used in this section, "deceased personality" means any
natural person whose name, voice, signature, photograph, or likeness
has commercial value at the time of his or her death, whether or not
during the lifetime of that natural person the person used his or her
name, voice, signature, photograph, or likeness on or in products,
merchandise or goods, or for purposes of advertising or selling, or
solicitation of purchase of, products, merchandise, goods, or
services.  A "deceased personality" shall include, without
limitation, any such natural person who has died within 70 years
prior to January 1, 1985.
   (i) As used in this section, "photograph" means any photograph or
photographic reproduction, still or moving, or any video tape or live
television transmission, of any person, such that the deceased
personality is readily identifiable.  A deceased personality shall be
deemed to be readily identifiable from a photograph when one who
views the photograph with the naked eye can reasonably determine who
the person depicted in the photograph is.
   (j) For purposes of this section, a use of a name, voice,
signature, photograph, or likeness in connection with any news,
public affairs, or sports broadcast or account, or any political
campaign, shall not constitute a use for which consent is required
under subdivision (a).
   (k) The use of a name, voice, signature, photograph, or likeness
in a commercial medium shall not constitute a use for which consent
is required under subdivision (a) solely because the material
containing the use is commercially sponsored or contains paid
advertising.  Rather, it shall be a question of fact whether or not
the use of the deceased personality's name, voice, signature,
photograph, or likeness was so directly connected with the commercial
sponsorship or with the paid advertising as to constitute a use for
which consent is required under subdivision (a).
   (l) Nothing in this section shall apply to the owners or employees
of any medium used for advertising, including, but not limited to,
newspapers, magazines, radio and television networks and stations,
cable television systems, billboards, and transit ads, by whom any
advertisement or solicitation in violation of this section is
published or disseminated, unless it is established that the owners
or employees had knowledge of the unauthorized use of the deceased
personality's name, voice, signature, photograph, or likeness as
prohibited by this section.
   (m) The remedies provided for in this section are cumulative and
shall be in addition to any others provided for by law.
   (n) This section shall apply to the adjudication of liability and
the imposition of any damages or other remedies in cases in which the
liability, damages, and other remedies arise from acts occurring
directly in this state.  For purposes of this section, acts giving
rise to liability shall be limited to the use, on or in products,
merchandise, goods, or services, or the advertising or selling, or
soliciting purchases of, products, merchandise, goods, or services
prohibited by this section.
   (o) This section shall be known and may be cited as the Astaire
Celebrity Image Protection Act.
  SEC. 10.  Section 1782 of the Civil Code is amended to read:
   1782.  (a) Thirty days or more prior to the commencement of an
action for damages pursuant to this title, the consumer shall do the
following:
   (1) Notify the person alleged to have employed or committed
methods, acts, or practices declared unlawful by Section 1770 of the
particular alleged violations of Section 1770.
   (2) Demand that the person correct, repair, replace, or otherwise
rectify the goods or services alleged to be in violation of Section
1770.
   The notice shall be in writing and shall be sent by certified or
registered mail, return receipt requested, to the place where the
transaction occurred or to the person's principal place of business
within California.
   (b) Except as provided in subdivision (c), no action for damages
may be maintained under Section 1780 if an appropriate correction,
repair, replacement, or other remedy is given, or agreed to be given
within a reasonable time, to the consumer within 30 days after
receipt of the notice.
   (c) No action for damages may be maintained under Section 1781
upon a showing by a person alleged to have employed or committed
methods, acts, or practices declared unlawful by Section 1770 that
all of the following exist:
   (1) All consumers similarly situated have been identified, or a
reasonable effort to identify such other consumers has been made.
   (2) All consumers so identified have been notified that upon their
request the person shall make the appropriate correction, repair,
replacement, or other remedy of the goods and services.
   (3) The correction, repair, replacement, or other remedy requested
by the consumers has been, or, in a reasonable time, shall be,
given.
   (4) The person has ceased from engaging, or if immediate cessation
is impossible or unreasonably expensive under the circumstances, the
person will, within a reasonable time, cease to engage, in the
methods, act, or practices.
   (d) An action for injunctive relief brought under the specific
provisions of Section 1770 may be commenced without compliance with
subdivision (a).  Not less than 30 days after the commencement of an
action for injunctive relief, and after compliance with subdivision
(a), the consumer may amend his or her complaint without leave of
court to include a request for damages.  The appropriate provisions
of subdivision (b) or (c) shall be applicable if the complaint for
injunctive relief is amended to request damages.
                                                    (e) Attempts to
comply with this section by a person receiving a demand shall be
construed to be an offer to compromise and shall be inadmissible as
evidence pursuant to Section 1152 of the Evidence Code.  Furthermore,
these attempts to comply with a demand shall not be considered an
admission of engaging in an act or practice declared unlawful by
Section 1770.  Evidence of compliance or attempts to comply with this
section may be introduced by a defendant for the purpose of
establishing good faith or to show compliance with this section.
  SEC. 12.  Section 1018 of the Code of Civil Procedure is repealed.

  SEC. 13.  Section 2104 of the Code of Civil Procedure is amended to
read:
   2104.  The fee charged for recording and indexing each notice of
lien or certificate or notice affecting the lien filed with the
county recorder shall be the same as those established by Article 5
(commencing with Section 27360) of Chapter 6 of Part 3 of Division 2
of Title 3 of the Government Code for the recording and indexing of
documents.
   The fee for filing and indexing each notice of lien or certificate
or notice affecting the lien with the office of the Secretary of
State is set forth in subdivision (a) of Section 12194 of the
Government Code.
   The officer shall bill the district directors of internal revenue
or other appropriate federal officials on a monthly basis for fees
for documents recorded or filed by the county recorder or the
Secretary of State.
  SEC. 14.  Section 9403 of the Commercial Code is amended to read:
   9403.  (1) Presentation for filing of a financing statement,
tender of the filing fee and acceptance of the statement by the
filing officer constitutes filing under this division.
   (2) Except as provided in subdivision (6), a filed financing
statement is effective for a period of five years from the date of
filing.  The effectiveness of a filed financing statement lapses on
the expiration of the five-year period unless a continuation
statement is filed prior to the lapse.  Upon the lapse the security
interest becomes unperfected unless it is perfected without filing.
If the security interest becomes unperfected upon lapse, it is deemed
to have been unperfected as against a person who became a purchaser
or lien creditor before lapse.  Upon lapse of a fixture filing, it is
deemed to have been ineffective as against a person who became a
purchaser or lien creditor before lapse.
   (3) A continuation statement may be filed by the secured party of
record within six months prior to the expiration of the five-year
period specified in subdivision (2).  The continuation statement must
be signed by the secured party of record, identify the original
statement by file number thereof, and state that the original
statement is continued.  A continuation statement filed to continue
the effectiveness of a financing statement filed as a fixture filing
(Section 9313) is not effective unless the following requirements are
met:
   (a) If the debtor did not have an interest of record in the real
estate as of the date of the filing of the original statement, the
continuation statement shall contain the name of a record owner of
the real estate as of the date of the filing of the original
statement.
   (b) The continuation statement shall contain substantially the
following statement:  "This continuation statement is filed to
continue the effectiveness of a financing statement filed as a
fixture filing."  The continuation statement shall clearly indicate
the intent to continue the effectiveness of a financing statement as
a fixture filing.
   Upon timely filing of the continuation statement, the
effectiveness of the original statement is continued for five years
after the last date to which the filing was effective whereupon it
lapses in the same manner as provided in subdivision (2) unless
another continuation statement is filed prior to the lapse.
Succeeding continuation statements may be filed in the same manner to
continue the effectiveness of the original statement.  The filing
officer may remove a lapsed financing statement and related filings
from the files and destroy them immediately if he or she has retained
a microfilm or other photographic record, or in other cases after
one year after the lapse.  The filing officer shall so arrange
matters by physical annexation of financing statements to
continuation statements or other related filings, or by other means,
that if he or she physically destroys the financing statements of a
period more than five years past, those that have been continued by a
continuation statement or that are still effective under subdivision
(6) shall be retained.  The filing officer shall not destroy a
financing statement and related filings as to which he or she has
received written notice that there is an action pending relative
thereto.
   (4) Except as provided in subdivision (7) a filing officer shall
mark each financing statement with a consecutive file number and with
the date and time of filing and shall hold the statement or a
microfilm or other photographic copy thereof for public inspection.
In addition, the filing officer shall index the statement according
to the name of the debtor and shall note in the index the file number
and the address of the debtor given in this statement.  The filing
officer shall mark each continuation statement with the date and time
of filing and shall index the same under the file number of the
original financing statement.
   (5) The uniform fee for filing, indexing, and furnishing filing
data (subdivision (1) of Section 9407) for an original financing
statement, an amendment, or a continuation statement is set forth in
subdivision (b) of Section 12194 of the Government Code.
   (6) If the debtor is a transmitting utility (subdivision (5) of
Section 9401) and a filed financing statement so states, it is
effective until a termination statement is filed.  A real estate
mortgage that is effective as a fixture filing under subdivision (6)
of Section 9402 remains effective as a fixture filing until the
mortgage is released or satisfied of record or its effectiveness
otherwise terminates as to the real estate.
   (7) A financing or continuation statement covering collateral
described in paragraph (b) of subdivision (1) of Section 9401 or
filed as a fixture filing shall be recorded and indexed by the filing
officer in the real property index of grantors under the name of the
debtor and any owner of record shown on the financing statement.  A
financing or continuation statement so recorded and indexed and
containing a description of real property affected thereby shall
constitute constructive notice from the time of its acceptance for
recording to any purchaser or encumbrancer of the real property of
the security interest in such collateral.
  SEC. 15.  Section 9404 of the Commercial Code is amended to read:
   9404.  (1) Whenever there is no outstanding secured obligation and
no commitment to make advances, incur obligations, or otherwise give
value, the secured party of record must on written demand by the
debtor send the debtor a statement that he or she no longer claims a
security interest under the financing statement, which shall be
identified by file number.  If the affected secured party of record
fails to send a termination statement within 10 days after proper
demand therefor he or she shall be liable to the debtor for all
actual damages suffered by the debtor by reason of that failure, and
if the failure is in bad faith for a penalty of one hundred dollars
($100).
   (2) The filing officer shall mark each such termination statement
with the date and time of filing and shall index the same under the
name of the debtor and under the file number of the original
financing statement.  If the filing officer has a microfilm or other
photographic record of the financing statement and related filings,
the filing officer may remove the originals from the files at any
time after receipt of the termination statement and destroy them, or
if he or she has no such record, he or she may remove them from his
or her files at any time after one year after receipt of the
termination statement and destroy them.
   (3) The uniform fee for filing, indexing and furnishing filing
data (subdivision (1) of Section 9407) for a termination statement is
set forth in subdivision (b) of Section 12194 of the Government
Code.
  SEC. 16.  Section 9405 of the Commercial Code is amended to read:
   9405.  (1) A secured party of record may by a writing release his
or her security interest in all or a part of the collateral covered
by a filed financing statement.  A statement of release is sufficient
if it is signed by the secured party of record and contains a
statement describing the collateral being released, the name of the
debtor, and the file number of the original financing statement.
   (2) The filing officer shall mark each such statement with the
date and time of filing and index the same under the name of the
debtor and under the file number of the original financing statement.

   (3) The uniform fee for filing, indexing and furnishing filing
data (subdivision (1) of Section 9407) for a statement of release on
a form conforming to standards prescribed by the Secretary of State
is set forth in subdivision (b) of Section 12194 of the Government
Code.
  SEC. 17.  Section 9406 of the Commercial Code is amended to read:
   9406.  (1) If a secured party assigns all or part of his or her
security interest in all or part of collateral covered by a filed
financing statement, a statement of assignment may be filed.  The
statement shall be signed by the secured party and shall give the
name and mailing address of the assignee, the names of the assignor
secured party and the debtor, the file number of the original
financing statement, and, if the assignment is less than a full
assignment of all of the security interest in all of the collateral
covered by the filed financing statement, a description of the
collateral affected by the assignment.
   (2) The filing officer shall mark each such statement of
assignment with the date and time of filing and shall index the same
under the name of the debtor and under the file number of the
original financing statement.
   (3) A statement of assignment may be filed at the time of the
filing of the financing statement, in which event the filing officer
shall first file the financing statement and index the assignment
under the name of the debtor and under the file number given the
financing statement.  An assignment endorsed on the financing
statement before it is filed with the filing officer need not be
indexed by the filing officer.
   (4) The uniform fee for filing, indexing, and furnishing filing
data (subdivision (1) of Section 9407) for a separate statement of
assignment is set forth in subdivision (b) of Section 12194 of the
Government Code.
   (5) Whenever a continuation statement, an amendment to a financing
statement, a termination statement, a statement of release, or a
statement of assignment signed by one other than the secured party of
record is presented for filing it must be accompanied by a statement
of assignment signed by the secured party of record covering the
collateral to which the continuation statement, amendment,
termination statement, release, or assignment applies.
   (6) Wherever in this code reference is made to the secured party
of record it means the secured party named in the original financing
statement or, if a statement of assignment has been filed, or an
assignee has been named in the financing statement before it is
filed, the assignee of the security interest in the collateral
affected.  Any continuation statement, amendment to a financing
statement, termination statement, statement of release, or statement
of assignment signed by one other than the secured party of record as
to the collateral affected thereby shall be ineffective for any
purpose except as between the parties thereto.
  SEC. 18.  Section 9409 of the Commercial Code is amended to read:
   9409.  (a) Upon request of any person, the Secretary of State
shall issue a combined certificate showing the information as to
financing statements as specified in Section 9407, the information as
to state tax liens as specified in Section 7226 of the Government
Code, the information as to attachment liens as specified in Sections
488.375 and 488.405 of the Code of Civil Procedure, the information
as to judgment liens as specified in Section 697.580 of the Code of
Civil Procedure, and the information as to federal liens as specified
in Section 2103 of the Code of Civil Procedure.
   (b) The fee for the certificate is set forth in Section 12183 of
the Government Code.  The fee for copies is set forth in Section
12182 of the Government Code.
  SEC. 19.  Section 1107.5 is added to the Corporations Code, to
read:
   1107.5.  (a) Upon merger pursuant to this chapter, a surviving
domestic corporation shall assume the liability of a domestic
disappearing corporation (1) to prepare and file, or to cause to be
prepared and filed, tax and information returns otherwise required of
the domestic disappearing corporation under the Bank and Corporation
Tax Law (Part 11 (commencing with Section 23001) of Division 2 of
the Revenue and Taxation Code) and (2) to pay any tax liability
determined to be due.
   (b) Notwithstanding Sections 1103, 1108, and 1110 of this code and
Section 23334 of the Revenue and Taxation Code, if (1) the articles
of incorporation of a domestic disappearing corporation were filed 60
days or less prior to the date of filing of the merger and (2) the
surviving corporation is a domestic corporation, the Secretary of
State shall file the merger without the certificate of satisfaction
of the Franchise Tax Board and shall notify the Franchise Tax Board
of the merger.
  SEC. 20.  Section 1502 of the Corporations Code is amended to read:

   1502.  (a) Every corporation shall file, within 90 days after the
filing of its original articles and biennially thereafter during the
applicable filing period, on a form prescribed by the Secretary of
State, a statement containing all of the following:
   (1) The names and complete business or residence addresses of its
incumbent directors.
   (2) The number of vacancies on the board, if any.
   (3) The names and complete business or residence addresses of its
chief executive officer, secretary, and chief financial officer.
   (4) The street address of its principal executive office.
   (5) If the address of its principal executive office is not in
this state, the street address of its principal business office in
this state, if any.
   (6) A statement of the general type of business that constitutes
the principal business activity of the corporation (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).
   (b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or a corporation
that has complied with Section 1505 and whose capacity to act as an
agent has not terminated.  If a natural person is designated, the
statement shall set forth that person's complete business or
residence address.  If a corporate agent is designated, no address
for it shall be set forth.
   (c) If there has been no change in the information in the last
filed statement of the corporation on file in the Secretary of State'
s office, the corporation may, in lieu of filing the statement
required by subdivisions (a) and (b), advise the Secretary of State,
on a form prescribed by the Secretary of State, that no changes in
the required information have occurred during the applicable filing
period.
   (d) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which its
original articles were filed and the immediately preceding five
calendar months.  The Secretary of State shall mail a form for
compliance with this section to each corporation approximately three
months prior to the close of the applicable filing period.  The form
shall state the due date thereof and shall be mailed to the last
address of the corporation according to the records of the Secretary
of State.  The failure of the corporation to receive the form is not
an excuse for failure to comply with this section.
   (e) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b).  In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b).  Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
   (f) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (g) This section shall not be construed to place any person
dealing with the corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
  SEC. 21.  Section 1905 of the Corporations Code is amended to read:

   1905.  (a) When a corporation has been completely wound up without
court proceedings therefor, a majority of the directors then in
office shall sign and verify a certificate of dissolution stating:
   (1) That the corporation has been completely wound up.
   (2) That its known debts and liabilities have been actually paid,
or adequately provided for, or paid or adequately provided for as far
as its assets permitted, or that it has incurred no known debts or
liabilities, as the case may be.  If there are known debts or
liabilities for payment of which adequate provision has been made,
the certificate shall state what provision has been made, setting
forth the name and address of the corporation, person or governmental
agency that has assumed or guaranteed the payment, or the name and
address of the depositary with which deposit has been made or any
other information that may be necessary to enable the creditor or
other person to whom payment is to be made to appear and claim
payment of the debt or liability.
   (3) That the tax liability will be satisfied on a taxes paid basis
or that a person or corporation or other business entity assumes the
tax liability, if any, of the dissolving corporation as security for
the issuance of a tax clearance certificate from the Franchise Tax
Board and is responsible for additional corporate taxes, if any, that
are assessed and that become due after the date of the assumption of
the tax liability.
   (4) That its known assets have been distributed to the persons
entitled thereto or that it acquired no known assets, as the case may
be.
   (5) That the corporation is dissolved.
   (6) If no certificate of election is to be filed pursuant to
subdivision (c) of Section 1901, that the election to dissolve was
made by the vote of all the outstanding shares.
   (b) The assumption agreement specified in paragraph (3) of
subdivision (a) shall be submitted to the Secretary of State for
transmittal to the Franchise Tax Board.  The statement provided for
in paragraph (3) of subdivision (a) need not be set forth in the
certificate if the assumption agreement specified therein is
submitted to the Secretary of State with the certificate.
   (c) The certificate of dissolution shall be filed with the
Secretary of State and thereupon the corporate powers, rights, and
privileges of the corporation shall cease.  The Secretary of State
shall notify the Franchise Tax Board of the filing and shall forward
to the Franchise Tax Board any statement of assumption of tax
liability accompanying the certificate of dissolution.  The Franchise
Tax Board shall determine from the available evidence whether or not
all taxes imposed on the corporation pursuant to Part 11 (commencing
with Section 23001) of Division 2 of the Revenue and Taxation Code
have been paid or secured and shall notify the taxpayer of any
outstanding tax liability and the necessity of satisfying the
liability.  The Franchise Tax Board shall notify the Secretary of
State when all taxes imposed on the corporation pursuant to Part 11
(commencing with Section 23001) of Division 2 of the Revenue and
Taxation Code have been paid or secured, at which time the
corporation shall be dissolved as of the date of filing the
certificate of dissolution and thereupon its corporate existence
shall cease.
   (d) When a corporation files a certificate of dissolution the
Secretary of State shall notify the corporation that the corporation
will be dissolved as of the date of filing only if the Franchise Tax
Board notifies the Secretary of State that all taxes imposed on the
corporation pursuant to Part 11 (commencing with Section 23001) of
Division 2 of the Revenue and Taxation Code have been paid or
secured.
  SEC. 22.  Section 2117 of the Corporations Code is amended to read:

   2117.  (a) Every foreign corporation (other than a foreign
association) qualified to transact intrastate business shall file,
biennially during the applicable filing period, on a form prescribed
by the Secretary of State, a statement containing:  (1) the names and
complete business or residence addresses of its chief executive
officer, secretary, and chief financial officer; (2) the street
address of its principal executive office; (3) the street address of
its principal business office in this state, if any; and (4) a
statement of the general type of business that constitutes the
principal business activity of the corporation (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).  If the officers of the corporation use other
titles, the statement shall include the officers performing
comparable duties under other titles.  If the corporation has no
officers, or has no officers who are natural persons, the statement
shall include the names of natural persons performing comparable
duties for the corporation pursuant to a management contract or other
arrangement.
   (b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or a corporation
that has complied with Section 1505 and whose capacity to act as the
agent has not terminated.  If a natural person is designated, the
statement shall set forth the person's complete business or residence
address.  If a corporate agent is designated, no address for it
shall be set forth.
   (c) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b).  In order to
change its agent for service of process or the address of the agent,
the corporation shall file a current statement containing all the
information required by subdivisions (a) and (b).  Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the filing pursuant
to Section 2105.
   (d) Subdivisions (c), (d), (f), and (g) of Section 1502 apply to
statements filed pursuant to this section except that "articles"
shall mean the filing pursuant to Section 2105.
  SEC. 23.  Section 2205 of the Corporations Code is amended to read:

   2205.  (a) A corporation that (1) fails to file a statement
pursuant to Section 1502 for an applicable filing period, (2) has not
filed a statement pursuant to Section 1502 during the preceding 24
months, and (3) was certified for penalty pursuant to Section 2204
for the same filing period, shall be subject to suspension pursuant
to this section rather than to penalty pursuant to Section 2204.
   (b) When subdivision (a) is applicable, the Secretary of State
shall mail a notice to the corporation informing the corporation that
its corporate powers, rights, and privileges will be suspended after
60 days if it fails to file a statement pursuant to Section 1502.
   (c) After the expiration of the 60-day period without any
statement filed pursuant to Section 1502, the Secretary of State
shall notify the Franchise Tax Board of the suspension, and mail a
notice of the suspension to the corporation and thereupon, except for
the purpose of amending the articles of incorporation to set forth a
new name, the corporate powers, rights, and privileges of the
corporation are suspended.
   (d) A statement pursuant to Section 1502 may be filed
notwithstanding suspension of the corporate powers, rights, and
privileges pursuant to this section or Section 23301 or 23301.5 of
the Revenue and Taxation Code.  Upon the filing of a statement
pursuant to Section 1502 by a corporation that has suffered
suspension pursuant to this section, the Secretary of State shall
certify that fact to the Franchise Tax Board and the corporation may
thereupon be relieved from suspension unless the corporation is held
in suspension by the Franchise Tax Board by reason of Section 23301
or 23301.5 of the Revenue and Taxation Code.
  SEC. 24.  Section 5008.6 of the Corporations Code is amended to
read:
   5008.6.  (a) A corporation that (1) fails to file a statement
pursuant to Section 6210, 8210, or 9660 for an applicable filing
period, (2) has not filed a statement pursuant to Section 6210, 8210,
or 9660 during the preceding 24 months, and (3) was certified for
penalty pursuant to Section 6810, 8810, or 9690 for the same filing
period, shall be subject to suspension pursuant to this section
rather than to penalty under Section 6810 or 8810.
   (b) When subdivision (a) is applicable, the Secretary of State
shall mail a notice to the corporation informing the corporation that
its corporate powers, rights, and privileges will be suspended 60
days from the date of the notice if the corporation does not file the
statement required by Section 6210, 8210, or 9660.
   (c) If the 60-day period expires without the delinquent
corporation filing the required statement, the Secretary of State
shall notify the Franchise Tax Board of the suspension, and mail a
notice of the suspension to the corporation.  Thereupon, except for
the purpose of amending the articles of incorporation to set forth a
new name or filing an application for exempt status, the corporate
powers, rights, and privileges of the corporation are suspended.
    (d) A statement required by Section 6210, 8210, or 9660 may be
filed, notwithstanding suspension of the corporate powers, rights,
and privileges under this section or under provisions of the Revenue
and Taxation Code.  Upon the filing of a statement under Section
6210, 8210, or 9660, by a corporation that has suffered suspension
under this section, the Secretary of State shall certify that fact to
the Franchise Tax Board and the corporation may thereupon be
relieved from suspension, unless the corporation is held in
suspension by the Franchise Tax Board because of Section 23301,
23301.5, or 23775 of the Revenue and Taxation Code.
  SEC. 25.  Section 6210 of the Corporations Code is amended to read:

   6210.  (a) Every corporation shall, within 90 days after the
filing of its original articles and biennially thereafter during the
applicable filing period, file, on a form prescribed by the Secretary
of State, a statement containing:  (1) the names and complete
business or residence addresses of its chief executive officer,
secretary, and chief financial officer; and (2) the street address of
its principal office in this state, if any.
   (b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or any domestic
or foreign or foreign business corporation that has complied with
Section 1505 and whose capacity to act as an agent has not
terminated.  If a natural person is designated, the statement shall
set forth the person's complete business or residence address.  If a
corporate agent is designated, no address for it shall be set forth.

   (c) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which its
original articles were filed and the immediately preceding five
calendar months.  The Secretary of State shall mail a form for
compliance with this section to each corporation approximately three
months prior to the close of the applicable filing period.  The form
shall state the due date thereof and shall be mailed to the last
address of the corporation according to the records of the Secretary
of State.  Neither the failure of the Secretary of State to mail the
form nor the failure of the corporation to receive it is an excuse
for failure to comply with this section.
   (d) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b).  In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b).  Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
   (e) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (f) This section shall not be construed to place any person
dealing with the corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
  SEC. 26.  Section 8210 of the Corporations Code is amended to read:

   8210.  (a) Every corporation shall, within 90 days after the
filing of its original articles and biennially thereafter during the
applicable filing period, file, on a form prescribed by the Secretary
of State, a statement containing:  (1) the names and complete
business or residence addresses of its chief executive officer,
secretary, and chief financial officer; and (2) the street address of
its principal office in this state, if any.
   (b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or any domestic
or foreign or foreign business corporation that has complied with
Section 1505 and whose capacity to act as an agent has not
terminated.  If a natural person is designated, the statement shall
set forth the person's complete business or residence address.  If a
corporate agent is designated, no address for it shall be set forth.

   (c) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which its
original articles were filed and the immediately preceding five
calendar months.  The Secretary of State shall mail a form for
compliance with this section to each corporation approximately three
months prior to the close of the applicable filing period.  The form
shall state the due date thereof and shall be mailed to the last
address of the corporation according to the records of the Secretary
of State.  Neither the failure of the Secretary of State to mail the
form nor the failure of the corporation to receive it is an excuse
for failure to comply with this section.
   (d) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b).  In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b).  Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
   (e) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (f) This section shall not be construed to place any person
dealing with the corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
  SEC. 27.  Section 15800 of the Corporations Code is amended to
read:
   15800.  Every partnership, other than a foreign limited
partnership subject to Chapter 3 (commencing with Section 15611) or a
commercial or banking partnership established and transacting
business in a place without the United States, that is domiciled
without this state and has no regular place of business within this
state, shall, within 40 days from the time it commences to do
business in this state, file a statement in the office of the
Secretary of State in accordance with Section 24003 designating some
natural person or corporation as the agent of the partnership upon
whom process issued by authority of or under any law of this state
directed against the partnership may be served.  A copy of the
designation, duly certified by the Secretary of State, is sufficient
evidence of the appointment.
   The process may be served in the manner provided in subdivision
(e) of Section 24003 on the person so designated, or, in the event
that no such person has been designated, or if the agent designated
for the service of process is a natural person and cannot be found
with due diligence at the address stated in the designation, or if
the agent is a corporation and no person can be found with due
diligence to whom the delivery authorized by subdivision (e) of
Section 24003 may be made for the purpose of delivery to the
corporate agent, or if the agent designated is no longer authorized
to act, then service may be made by personal delivery to the
Secretary of State, Assistant Secretary of State, or a Deputy
Secretary of State of the process, together with a written statement
signed by the party to the action seeking the service, or by the
party's attorney, setting forth the last known address of the
partnership and a service fee as set forth in Section 12197 of the
Government Code.  The Secretary of State shall immediately give
notice of the service to the partnership by forwarding the process to
it by registered mail, return receipt requested, at the address
given in the written statement.
   Service on the person designated, or personal delivery of the
process and statement of address together with a service fee as set
forth in Section 12197 of the Government Code to the Secretary of
State, Assistant Secretary of State, or a Deputy Secretary of State,
pursuant to this section is a valid service on the partnership.  The
partnership so served shall appear within 30 days after service on
the person designated or within 30 days after delivery of the process
to the Secretary of State, Assistant Secretary of State, or a Deputy
Secretary of State.
  SEC. 28.  Section 16953 of the Corporations Code is amended to
read:
   16953.  (a) To become a registered limited liability partnership,
a partnership, other than a limited partnership, shall file with the
Secretary of State a registration, executed by one or more partners
authorized to execute a registration, stating all of the following:
   (1) The name of the partnership.
   (2) The address of its principal office.
   (3) The name and address of the agent for service of process on
the limited liability partnership in California.
   (4) A brief statement of the business in which the partnership
engages.
   (5) Any other matters that the partnership determines to include.

   (6) That the partnership is registering as a registered limited
liability partnership.
   (b) The registration shall be accompanied by a fee as set forth in
subdivision (a) of Section 12189 of the Government Code.
   (c) The Secretary of State shall register as a registered limited
liability partnership any partnership that submits a completed
registration with the required fee.
   (d) The Secretary of State may cancel the filing of the
registration if a check or other remittance accepted in payment of
the filing fee is not paid upon presentation.  Upon receiving written
notification that the item presented for payment has not been
honored for payment, the Secretary of State shall give a first
written notice of the applicability of this section to the agent for
service of process or to the person submitting the instrument.
Thereafter, if the amount has not been paid by cashier's check or
equivalent, the Secretary of State shall give a second written notice
of cancellation and the cancellation shall thereupon be effective.
The second notice shall be given 20 days or more after the first
notice and 90 days or less after the date of the original filing.
   (e) A partnership becomes a registered limited liability
partnership at the time of the filing of the initial registration
with the Secretary of State or at any later date or time specified in
the registration and the payment of the fee required by subdivision
(b).  A partnership continues as a registered limited liability
partnership until a notice that it is no longer a registered limited
liability partnership has been filed pursuant to subdivision (b) of
Section 16954 or, if applicable, until it has been dissolved and
finally wound up.  The status of a partnership as a registered
limited liability partnership and the liability of a partner of the
registered limited liability partnership shall not be adversely
affected by errors or subsequent changes in the information stated in
a registration under subdivision (a) or an amended registration or
notice under Section 16954.
   (f) The fact that a registration or amended registration pursuant
to this section is on file with the Secretary of State is notice that
the partnership is a registered limited liability partnership and of
those other facts contained therein that are required to be set
forth in the registration or amended registration.
   (g) The Secretary of State shall provide a form for a registration
under subdivision (a), which shall include the form for confirming
compliance with the optional security requirement pursuant to
subdivision (c) of Section 16956.
   (h) A limited liability partnership providing professional limited
liability partnership services in this state shall comply with all
statutory and administrative registration or filing requirements of
the state board, commission, or other agency that prescribes the
rules and regulations governing the particular profession in which
the partnership proposes to engage, pursuant to the applicable
provisions of the Business and Professions Code relating to that
profession.  No such state board, commission, or other agency shall
disclose, unless compelled by a subpoena or other order of a court of
competent jurisdiction, any information it receives in the course of
evaluating the compliance of a limited liability partnership with
applicable statutory and administrative registration or filing
requirements, provided that nothing in this section shall be
construed to prevent a state board, commission, or other agency from
disclosing the manner in which the limited liability partnership has
complied with the requirements of Section 16956, or the compliance or
noncompliance by the limited liability partnership with any other
requirements of the state board, commission, or other agency.
  SEC. 29.  Section 16954 of the Corporations Code is amended to
read:
   16954.  (a) The registration of a registered limited liability
partnership may be amended by an amended registration executed by one
or more partners authorized to execute an amended registration and
filed with the Secretary of State, as soon as reasonably practical
after any information set forth in the registration or previously
filed amended registration becomes inaccurate or to add information
to the registration or amended registration.
   (b) If a registered limited liability partnership ceases to be a
registered limited liability partnership, it shall file with the
Secretary of State a notice, executed by one or more partners
authorized to execute the notice, that it is no longer a registered
limited liability partnership.  A tax clearance certificate issued by
the Franchise Tax Board pursuant to Section 17948.1 of the Revenue
and Taxation Code shall be filed with the notice.
   (c) An amendment pursuant to subdivision (a) and a notice pursuant
to subdivision (b) shall each be accompanied by a fee as set forth
in subdivision (c) of Section 12189 of the Government Code.
   (d) The Secretary of State shall provide forms for an amended
registration under subdivision (a) and a notice under subdivision
(b).
  SEC. 30.  Section 16959 of the Corporations Code is amended to
read:
   16959.  (a) (1) Before transacting intrastate business in this
state, a foreign limited liability partnership shall comply with all
statutory and administrative registration or filing requirements of
the state board, commission, or agency that prescribes the rules and
regulations governing a particular profession in which the
partnership proposes to be engaged, pursuant to the applicable
provisions of the Business and Professions Code relating to the
profession or applicable rules adopted by the governing board.  A
foreign limited liability partnership that transacts intrastate
business in this state shall within 30 days after the effective date
of the act enacting this section or the date on which the foreign
limited liability partnership first transacts intrastate business in
this state, whichever is later, register with the Secretary of State
by submitting to the Secretary of State an application for
registration as a foreign limited liability partnership, signed by a
person with authority to do so under the laws of the jurisdiction of
formation of the foreign limited liability partnership, stating the
name of the partnership, the address of its principal office, the
name and address of its agent for service of process in this state, a
brief statement of the business in which the partnership engages,
and any other matters that the partnership determines to include.
   (2) Annexed to the application for registration shall be a
certificate from an authorized public official of the foreign limited
liability partnership's jurisdiction of organization to the effect
that the foreign limited liability partnership is in good standing in
that jurisdiction, if the laws of that jurisdiction permit the
issuance of those certificates, or, in the alternative, a statement
by the foreign limited liability partnership that the laws of its
jurisdiction of organization do not permit the issuance of those
certificates.
   (b) The registration shall be accompanied by a fee as set forth in
subdivision (b) of Section 12189 of the Government Code.
   (c) The Secretary of State shall register as a foreign limited
liability partnership any partnership that submits a completed
application for registration with the required fee.
   (d) The Secretary of State may cancel the filing of the
registration if a check or other remittance accepted in payment of
the filing fee is not paid upon presentation.  Upon receiving written
notification that the item presented for payment has not been
honored for payment, the Secretary of State shall give a first
written notice of the applicability of this section to the agent for
service of process or to the person submitting the instrument.
Thereafter, if the amount has not been paid by cashier's check or
equivalent, the Secretary of State shall give a second written notice
of cancellation and the cancellation shall thereupon be effective.
The second notice shall be given 20 days or more after the first
notice and 90 days or less after the original filing.
   (e) A partnership becomes registered as a foreign limited
liability partnership at the time of the filing of the initial
registration with the Secretary of State or at any later date or time
specified in the registration and the payment of the fee required by
subdivision (b).  A partnership continues to be registered as a
foreign limited liability partnership until a notice that it is no
longer so registered as a limited liability partnership has been
filed pursuant to Section 16960 or, if applicable, once it has been
dissolved and finally wound up.  The status of a partnership
registered as a foreign limited liability partnership and the
liability of a partner of that foreign limited liability partnership
shall not be adversely affected by errors or subsequent changes in
the information stated in an application for registration under
subdivision (a) or an amended registration or notice under Section
16960.
   (f) The fact that a registration or amended registration pursuant
to Section 16960 is on file with the Secretary of State is notice
that the partnership is a foreign limited liability partnership and
of those other facts contained therein that are required to be set
forth in the registration or amended registration.
   (g) The Secretary of State shall provide a form for a registration
under subdivision (a), which shall include the form for confirming
compliance with the optional security requirement pursuant to
subdivision (c) of Section 16956.
   (h) A foreign limited liability partnership transacting intrastate
business in this state shall not maintain any action, suit, or
proceeding in any court of this state until it has registered in this
state pursuant to this section.
   (i) Any foreign limited liability partnership that transacts
intrastate business in this state without registration is subject to
a penalty of twenty dollars ($20) for each day that unauthorized
intrastate business is transacted, up to a maximum of ten thousand
dollars ($10,000).
   (j) A partner of a foreign limited liability partnership is not
liable for the debts or obligations of the foreign limited liability
partnership solely by reason of its having transacted business in
this state without registration.
   (k) A foreign limited liability partnership, transacting business
in this state without registration, appoints the Secretary of State
as its agent for service of process with respect to causes of action
arising out of the transaction of business in this state.
   (l) "Transact intrastate business" as used in this section means
to repeatedly and successively provide professional limited liability
partnership services in this state, other than in interstate or
foreign commerce.
   (m) Without excluding other activities that may not be considered
to be transacting intrastate business, a foreign limited liability
partnership shall not be considered to be transacting intrastate
business merely because its subsidiary or affiliate transacts
intrastate business, or merely because of its status as any one or
more of the following:
   (1) A shareholder of a domestic corporation.
   (2) A shareholder of a foreign corporation transacting intrastate
business.
   (3) A limited partner of a foreign limited partnership transacting
intrastate business.
   (4) A limited partner of a domestic limited partnership.
   (5) A member or manager of a foreign limited liability company
transacting intrastate business.
   (6) A member or manager of a domestic limited liability company.
   (n) Without excluding other activities that may not be considered
to be transacting intrastate business, a foreign limited liability
partnership shall not be considered to be transacting intrastate
business within the meaning of this subdivision solely by reason of
carrying on in this state any one or more of the following
activities:
   (1) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims or disputes.
   (2) Holding meetings of its partners or carrying on any other
activities concerning its internal affairs.
   (3) Maintaining bank accounts.
   (4) Maintaining offices or agencies for the transfer, exchange,
and registration of the foreign limited liability partnership's
securities or maintaining trustees or depositories with respect to
those securities.
   (5) Effecting sales through independent contractors.
   (6) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where those orders require
acceptance without this state before becoming binding contracts.
   (7) Creating or acquiring evidences of debt or mortgages, liens,
or security interest in real or personal property.
   (8) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (9) Conducting an isolated transaction that is completed within
180 days and not in the course of a number of repeated transactions
of a like nature.
   (o) A person shall not be deemed to be transacting intrastate
business in this state merely because of its status as a partner of a
registered limited liability partnership or a foreign limited
liability company whether or not registered to transact intrastate
business in this state.
   (p) The Attorney General may bring an action to restrain a foreign
limited liability partnership from transacting intrastate business
in this state in violation of this chapter.
   (q) Nothing in this section is intended to, or shall, augment,
diminish, or otherwise alter existing provisions of law, statutes, or
court rules relating to services by a California architect,
California public accountant, or California attorney in another
jurisdiction, or services by an out-of-state architect, out-of-state
public accountant, or out-of-state attorney in California.
  SEC. 31.  Section 16960 of the Corporations Code is amended to
read:
   16960.  (a) The registration of a foreign limited partnership may
be amended by an amended registration executed by one or more
partners authorized to execute an amended registration and filed with
the Secretary of State, as soon as reasonably practical after any
information set forth in the registration or previously filed amended
registration becomes inaccurate, to add information to the
registration or amended registration or to withdraw its registration
as a foreign limited liability partnership.
   (b) If a foreign limited partnership ceases to be a limited
liability partnership, it shall file with the Secretary of State a
notice, executed by one or more partners authorized to execute the
notice, that it is no longer a foreign limited liability partnership.
  A tax clearance certificate issued by the Franchise Tax Board
pursuant to Section 17948.1 of the Revenue and Taxation Code shall be
filed with the notice.
   (c) A foreign limited liability partnership that is, but is no
longer required to be, registered under Section 16959 may withdraw
its registration by filing a notice with the Secretary of State,
executed by one or more partners authorized to execute the notice.
   (d) The Secretary of State shall provide forms for an amended
registration under subdivision (a) and notices under subdivisions (b)
and (c).
   (e) The filing of amended registration forms pursuant to
subdivision (a) and a notice pursuant to subdivision (b) or (c) shall
each be accompanied by a fee as set forth in subdivision (d) of
Section 12189 of the Government Code.
  SEC. 32.  Section 16962 of the Corporations Code is amended to
read:
   16962.  (a) Each registered limited liability partnership whose
principal office is not in this state and each foreign limited
liability partnership registered under Section 16959 shall designate
as its agent for service of process any natural person or a domestic
or foreign corporation entitled to be designated as agent for the
service of process pursuant to Section 1505.
   (b) In addition to service that may be made as provided in Section
416.40 of the Code of Civil Procedure, delivery by hand of a copy of
any process against a registered limited liability partnership or
foreign limited liability partnership registered under Section 16959
(1) to any natural person designated by it as agent or (2), if a
corporate agent has been designated, to any person named in the
latest certificate of the corporate agent filed pursuant to Section
1505 at the office of that corporate agent shall constitute valid
service on the registered limited liability partnership or foreign
limited liability partnership.
   (c) If an agent for the purpose of service of process has resigned
and has not been replaced or if the agent designated cannot with
reasonable diligence be found at the address designated for
personally delivering the process, or if no agent has been
designated, and it is shown by affidavit to the satisfaction of the
court that process against a registered limited liability partnership
or foreign limited liability partnership required to be registered
under Section 16959 cannot be served with reasonable diligence upon
the designated                                          agent by hand
in the manner provided in Section 415.10, subdivision (a) of Section
415.20, or subdivision (a) of Section 415.30 of the Code of Civil
Procedure or upon the registered limited liability partnership or
foreign limited liability partnership in the manner provided in
Section 416.40 of the Code of Civil Procedure, the court may make an
order that the service be made upon the registered limited liability
partnership or foreign limited liability partnership by delivering by
hand to the Secretary of State, or to any person employed in the
Secretary of State's office in the capacity of assistant or deputy,
one copy of the process for each defendant to be served, together
with a copy of the order authorizing that service.  If the court
makes that order, the Secretary of State who receives the process, or
the person employed in the Secretary of State's office in the
capacity of assistant or deputy who receives the process, is required
to accept the process.  A fee as set forth in subdivision (b) of
Section 12197 of the Government Code shall be paid to the Secretary
of State for the use of the state upon receipt of the process.
Service in this manner shall be deemed complete on the 10th day after
delivery of the process to the Secretary of State.
   (d) Upon the receipt of the copy of process and the fee therefor,
the Secretary of State shall give notice of the service of process to
the registered limited liability partnership or foreign limited
liability partnership registered under Section 16959 at its principal
executive office, by forwarding to that office, by registered mail
with request for return receipt, the copy of the process or, if the
records of the Secretary of State do not disclose an address for that
principal executive office, by forwarding the copy in the same
manner to the last designated agent for service of process who has
not resigned.  If the agent for service of process has resigned and
has not been replaced and the records of the Secretary of State do
not disclose an address for its principal executive office, no action
need be taken by the Secretary of State.
   (e) The Secretary of State shall keep a record of all process
served upon the Secretary of State under this section and shall
record therein the time of service and the Secretary of State's
action with reference thereto.  The certificate of the Secretary of
State, under the Secretary of State's official seal, certifying to
the receipt of process, the giving of notice thereof to the
registered limited liability partnership or foreign limited liability
partnership, and the forwarding of the process pursuant to this
section shall be competent and prima facie evidence of the matters
stated therein.
   (f) The court order pursuant to subdivision (c) that service of
process be made upon the registered limited liability partnership or
foreign limited liability partnership by delivery to the Secretary of
State may be a court order of a court of another state, or of any
federal court, if the suit, action, or proceeding has been filed in
that court.
  SEC. 33.  Section 17060 of the Corporations Code is amended to
read:
   17060.  (a) Every limited liability company and every foreign
limited liability company registered to transact intrastate business
in this state shall file within 90 days after the filing of its
original articles of organization and biennially thereafter during
the applicable filing period, on a form prescribed by the Secretary
of State, a statement containing:
   (1) The name of the limited liability company and the Secretary of
State's file number and, in the case of a foreign limited liability
company, the state under the laws of which it is organized.
   (2) The name and address of the agent for service of process
required to be maintained pursuant to subdivision (b) of Section
17057.  If a corporate agent is designated, only the name of the
agent shall be set forth.
   (3) The street address of its principal executive office and, in
the case of a domestic limited liability company, of the office
required to be maintained pursuant to Section 17057.
   (4) The name and complete business or residence addresses of any
manager or managers and the chief executive officer, if any,
appointed or elected in accordance with the articles of organization
or operating agreement or, if no manager has been so elected or
appointed, the name and business or residence address of each member.

   (5) The general type of business that constitutes the principal
business activity of the limited liability company (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).
   (b) If there has been no change in the information in the last
filed statement of the limited liability company on file in the
Secretary of State's office, the limited liability company may, in
lieu of filing the statement required by subdivision (a), advise the
Secretary of State, on a form prescribed by the Secretary of State,
that no changes in the required information have occurred during the
applicable filing period.
   (c) For the purposes of this section, the applicable filing period
for a limited liability company shall be the calendar month during
which its original articles of organization were filed or, in the
case of a foreign limited liability company, the month during which
its application for registration was filed, and the immediately
preceding five calendar months.  The Secretary of State shall mail a
form for compliance with this section to each limited liability
company approximately three months prior to the close of the
applicable filing period.  The form shall state the due date thereof
and shall be mailed to the last address of the limited liability
company according to the records of the Secretary of State.  The
failure of the limited liability company to receive the form shall
not exempt the limited liability company from complying with this
section.
   (d) Whenever any of the information required by subdivision (a)
changes, other than the name and address of the agent for service of
process, the limited liability company may file a current statement
containing all the information required by subdivision (a).  When
changing its agent for service of process or when the address of the
agent changes, the limited liability company shall file a current
statement containing all the information required by subdivision (a).
  Whenever any statement is filed pursuant to this section changing
the name and address of the agent for service of process, that
statement supersedes any previously filed statement pursuant to this
section, the statement in the original articles of organization, and
the statement in any restated articles of organization that have been
filed, or in the case of a foreign limited liability company, in the
application for registration.  Whenever restated articles of
organization are filed, the statement therein, if any, of the name
and address of the agent for service of process supersedes any
previously filed statement pursuant to this section.
   (e) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (f) This section shall not be construed to place any person
dealing with the limited liability company on notice of, or under any
duty to inquire about, the existence or content of a statement filed
pursuant to this section.
  SEC. 34.  Section 17356 of the Corporations Code is amended to
read:
   17356.  (a) (1) The managers shall cause to be filed in the office
of, and on a form prescribed by, the Secretary of State, a
certificate of dissolution upon the dissolution of the limited
liability company pursuant to Chapter 8 (commencing with Section
17350), unless the event causing the dissolution is that specified in
subdivision (c) of Section 17350, in which case the managers or
members conducting the winding up of the limited liability company's
affairs pursuant to Section 17352 shall have the obligation to file
the certificate of dissolution.
   (2) The certificate of dissolution shall set forth all of the
following:
   (A) The name of the limited liability company and the Secretary of
State's file number.
   (B) Any other information the managers or members filing the
certificate of dissolution determine to include.
   (3) If a dissolution pursuant to subdivision (b) of Section 17350
is made by the vote of all of the members and a statement to that
effect is added to the certificate of cancellation of articles of
organization pursuant to subdivision (b), the separate filing of a
certificate of dissolution pursuant to this subdivision is not
required.
   (b) (1) The managers or members who filed the certificate of
dissolution shall cause to be filed in the office of, and on a form
prescribed by, the Secretary of State, a certificate of cancellation
of articles of organization upon the completion of the winding up of
the affairs of the limited liability company pursuant to Chapter 8
(commencing with Section 17350), unless the event causing the
dissolution is that specified in subdivision (c) of Section 17350, in
which case the managers or members conducting the winding up of the
limited liability company's affairs pursuant to Section 17352 shall
have the obligation to file the certificate of cancellation of
articles of organization.
   (2) The certificate of cancellation of articles of organization
shall set forth all of the following:
   (A) The name of the limited liability company and the Secretary of
State's file number.
   (B) A statement that the tax liability will be satisfied on a
taxes paid basis or that a person, limited liability company, or
other business entity assumes the tax liability, if any, of the
dissolving limited liability company as security for the issuance of
a tax clearance certificate from the Franchise Tax Board and is
responsible for additional taxes or fees, if any, that are assessed
under the Revenue and Taxation Code and become due after the date of
the assumption of tax liability.
   (C) Any other information the managers or members filing the
certificate of cancellation of articles of organization determine to
include.
   (3) The Secretary of State shall notify the Franchise Tax Board of
the filing and shall forward to the Franchise Tax Board any
statement of assumption of tax liability accompanying the certificate
of cancellation.  The Franchise Tax Board shall determine from the
available evidence whether or not all taxes and fees imposed on the
limited liability company under the Revenue and Taxation Code have
been paid or secured and shall notify the taxpayer of any outstanding
tax or fee liability and the necessity of satisfying that liability.

   (4) The Franchise Tax Board shall notify the Secretary of State
when all taxes and fees imposed on the limited liability company
under the Revenue and Taxation Code have been paid or secured, at
which time the limited liability company shall cease to exist as of
the date of filing its certificate of cancellation of articles of
organization.
   (5) When a limited liability company files a certificate of
cancellation of articles of organization, the Secretary of State
shall notify the limited liability company that the limited liability
company will be dissolved as of the date of filing only if the
Franchise Tax Board notifies the Secretary of State that all taxes
and fees imposed on the limited liability company pursuant to Chapter
1.6 of Part II (commencing with Section 23091) of Division 2 of the
Revenue and Taxation Code have been paid or secured.
  SEC. 35.  Section 17375 is added to the Corporations Code, to read:

   17375.  Nothing in this title shall be construed to permit a
domestic or foreign limited liability company to render professional
services, as defined in subdivision (a) of Section 13401, in this
state.
  SEC. 36.  Section 17654 of the Corporations Code is amended to
read:
   17654.  (a) A limited liability company that (1) fails to file a
statement pursuant to Section 17060 for an applicable filing period,
(2) has not filed a statement pursuant to Section 17060 during the
preceding 24 months, and (3) was certified for penalty pursuant to
Section 17653 for the same filing period, shall be subject to
suspension pursuant to this section rather than to penalty pursuant
to Section 17653.
   (b) When subdivision (a) is applicable, the Secretary of State
shall mail a notice to the limited liability company informing the
limited liability company that its powers, rights, and privileges
will be suspended after 60 days if it fails to file a statement
pursuant to Section 17060.
   (c) After the expiration of the 60-day period without any
statement filed pursuant to Section 17060, the Secretary of State
shall notify the Franchise Tax Board of the suspension, and mail a
notice of the suspension to the limited liability company and
thereupon, except for the purpose of amending the articles of
organization to set forth a new name, the powers, rights, and
privileges of the limited liability company are suspended.
   (d) A statement pursuant to Section 17060 may be filed
notwithstanding suspension of the powers, rights, and privileges
pursuant to this section or Section 23301 or 23301.5 of the Revenue
and Taxation Code.  Upon the filing of a statement pursuant to
Section 17060 by a limited liability company that has suffered
suspension pursuant to this section, the Secretary of State shall
certify that fact to the Franchise Tax Board and the limited
liability company may thereupon be relieved from suspension unless
the limited liability company is held in suspension by the Franchise
Tax Board by reason of Section 23301 or 23301.5 of the Revenue and
Taxation Code.
  SEC. 37.  Chapter 15 (commencing with Section 17700) of Title 2.5
of the Corporations Code is repealed.
  SEC. 38.  Section 21304 of the Corporations Code is amended to
read:
   21304.  The Secretary of State shall charge and collect a fee as
set forth in paragraph (2) of subdivision (b) of Section 12191 of the
Government Code for each registration made under this chapter.
  SEC. 39.  Section 24003 of the Corporations Code is amended to
read:
   24003.  (a) An unincorporated association may file with the
Secretary of State on a form prescribed by the Secretary of State a
statement containing either of the following:
   (1) A statement designating the location and complete address of
the association's principal office in this state.  Only one such
place may be designated.
   (2) A statement (i) designating the location and complete address
of the association's principal office in this state in accordance
with paragraph (1) or, if the association does not have an office in
this state, designating the complete address of the association to
which the Secretary of State shall send any notices required to be
sent to the association under Sections 24005 and 24006, and (ii)
designating as agent of the association for service of process any
natural person residing in this state or any corporation that has
complied with Section 1505 and whose capacity to act as an agent has
not terminated.
   (b) If a natural person is designated as agent for service of
process, the statement shall set forth the person's complete business
or residence address.  If a corporate agent is designated, no
address for it shall be set forth.
   (c) Presentation for filing of a statement and one copy, tender of
the filing fee, and acceptance of the statement by the office of the
Secretary of State constitutes filing under this section.  The
Secretary of State shall note upon the copy of the statement the file
number and the date of filing the original and deliver or send the
copy to the unincorporated association filing the statement.
   (d) At any time, an unincorporated association that has filed a
statement under this section may file a new statement superseding the
last previously filed statement.  If the new statement does not
designate an agent for service of process, the filing of the new
statement shall be deemed to revoke the designation of an agent
previously designated.  A statement filed under this section expires
five years from December 31 following the date it was filed in the
office of the Secretary of State, unless previously superseded by the
filing of a new statement.
   (e) Delivery by hand of a copy of any process against the
unincorporated association (1) to any natural person designated by it
as agent, or (2) if the association has designated a corporate
agent, to any person named in the last certificate of the corporate
agent filed pursuant to Section 1505 at the office of the corporate
agent shall constitute valid service on the association.
   (f) For filing a statement as provided in this section, the
Secretary of State shall charge and collect the fee prescribed in
paragraph (1) of subdivision (b) of Section 12191 of the Government
Code for filing a designation of agent.
  SEC. 40.  Section 24004 of the Corporations Code is amended to
read:
   24004.  (a) The Secretary of State shall mark each statement filed
under Section 24003 with a consecutive file number and the date of
filing.  He or she may destroy or otherwise dispose of any such
statement four years after the statement expires.  In lieu of
retaining the original statement, the Secretary of State may retain a
copy thereof in accordance with Section 14756 of the Government
Code.
   (b) The Secretary of State shall index each statement filed under
Section 24003 according to the name of the unincorporated association
as set out in the statement and shall enter in the index the file
number and the address of the association as set out in the statement
and, if an agent for service of process is designated in the
statement, the name of the agent and, if a natural person is
designated as the agent, the address of that person.
   (c) Upon request of any person, the Secretary of State shall issue
a certificate showing whether, according to the records of the
office of the Secretary of State, there is on file on the date and
hour stated therein, any presently effective statement filed under
Section 24003 for an unincorporated association using a specific name
designated by the person making the request.  If such a statement is
on file, the certificate shall include the information required by
subdivision (b) to be included in the index.  The fee for the
certificate is as set forth in Section 12183 of the Government Code.

   (d) When a statement has expired under subdivision (d) of Section
24003, the Secretary of State shall enter that fact in the index
together with the date of the expiration.
   (e) Four years after a statement has expired, the Secretary of
State may delete the information concerning that statement from the
index.
  SEC. 41.  Section 5805 of the Financial Code is repealed.
  SEC. 42.  Section 6518 of the Government Code is amended to read:
   6518.  (a) A joint powers agency, without being subject to any
limitations of any party to the joint powers agreement pursuant to
Section 6509, may also finance or refinance the acquisition or
transfer of transit equipment or transfer federal income tax benefits
with respect to any transit equipment by executing agreements,
leases, purchase agreements, and equipment trust certificates in the
forms customarily used by a private corporation engaged in the
transit business to effect purchases of transit equipment, and
dispose of the equipment trust certificates by negotiation or public
sale upon terms and conditions authorized by the parties to the
agreement.  Payment for transit equipment, or rentals therefor, may
be made in installments, and the deferred installments may be
evidenced by equipment trust certificates payable from any source or
sources of funds specified in the equipment trust certificates that
are authorized by the parties to the agreement.  Title to the transit
equipment shall not vest in the joint powers agency until the
equipment trust certificates are paid.
   (b) An agency that finances or refinances transit equipment or
transfers federal income tax benefits with respect to transit
equipment under subdivision (a) may provide in the agreement to
purchase or lease transit equipment any of the following:
   (1) A direction that the vendor or lessor shall sell and assign or
lease the transit equipment to a bank or trust company, duly
authorized to transact business in the state as trustee, for the
benefit and security of the equipment trust certificates.
   (2) A direction that the trustee shall deliver the transit
equipment to one or more designated officers of the entity.
   (3) An authorization for the joint powers agency to execute and
deliver simultaneously therewith an installment purchase agreement or
a lease of equipment to the joint powers agency.
   (c) An agency that finances or refinances transit equipment or
transfers federal income tax benefits with respect to transit
equipment under subdivision (a) shall do all of the following:
   (1) Have each agreement or lease duly acknowledged before a person
authorized by law to take acknowledgments of deeds and be
acknowledged in the form required for acknowledgment of deeds.
   (2) Have each agreement, lease, or equipment trust certificate
authorized by resolution of the joint powers agency.
   (3) Include in each agreement, lease, or equipment trust
certificate any covenants, conditions, or provisions that may be
deemed necessary or appropriate to ensure the payment of the
equipment trust certificate from legally available sources of funds,
as specified in the equipment trust certificates.
   (4) Provide that the covenants, conditions, and provisions of an
agreement, lease, or equipment trust certificate do not conflict with
any of the provisions of any trust agreement securing the payment of
any bond, note, or certificate of the joint powers agency.
   (5) File an executed copy of each agreement, lease, or equipment
trust certificate in the office of the Secretary of State, and pay
the fee, as set forth in paragraph (3) of subdivision (a) of Section
12195 of the Government Code, for each copy filed.
   (d) The Secretary of State may charge a fee for the filing of an
agreement, lease, or equipment trust certificate under this section.
The agreement, lease, or equipment trust certificate shall be
accepted for filing only if it expressly states thereon in an
appropriate manner that it is filed under this section.  The filing
constitutes notice of the agreement, lease, or equipment trust
certificate to any subsequent judgment creditor or any subsequent
purchaser.
   (e) Each vehicle purchased or leased under this section shall have
the name of the owner or lessor plainly marked on both sides thereof
followed by the appropriate words "Owner and Lessor" or "Owner and
Vendor," as the case may be.
  SEC. 43.  Section 12164.5 of the Government Code is repealed.
  SEC. 44.  Section 12164.7 of the Government Code is repealed.
  SEC. 45.  Section 12168.5 of the Government Code is amended to
read:
   12168.5.  (a) When not inconsistent with other provisions of law,
in lieu of filing or recording documents presented in paper format,
the Secretary of State may adopt rules and regulations to authorize
the electronic filing, including filing by facsimile, of any document
required to be filed with the Secretary of State under any act
administered by the Secretary of State.  The rules and regulations
may set forth standards for the acceptance of a signature in a form
other than the proper handwriting of the person filing a document
that requires his or her signature.  A signature on a document
electronically filed or filed by facsimile in accordance with those
rules and regulations is prima facie evidence for all purposes that
the document actually was signed by the person whose signature
appears on the electronically filed document or facsimile.
   The filing or recording shall constitute a unique computerized
informational record.  The record need not be retained in the form in
which it is received, if the technology used to retain the record
results in a permanent record that does not permit additions,
deletions, or changes in the original document and from which an
accurate image may be created during the period for which the record
is required to be retained.
   The filing officer may employ a system of microphotography,
optical disk, or reproduction by other techniques that do not permit
additions, deletions, or changes to the original document.
   (b) Notwithstanding Section 7550.5, the Secretary of State shall
prepare and submit to the Legislature at the commencement of the
public comment period required under Article 5 (commencing with
Section 11346) of Chapter 3.5 of Part 1 a report of, and a copy of,
any rules and regulations proposed pursuant to subdivision (a) to
authorize the electronic filing, including filing by facsimile, of
documents required to be filed with the Secretary of State.
   (c) All film used in the microphotography process shall comply
with minimum standards of quality approved by the United States
Bureau of Standards and the American National Standards Institute.  A
true copy of the microfilm, optical disk, or other storage medium
shall be kept in a safe and separate place for security purposes.  A
reproduction of any document filed, recorded, stored, or retained on
microfilm, optical disk, or by other technology pursuant to this
section shall be as admissible in any court as the original itself.
   The Secretary of State shall obtain the approval of the Fair
Political Practices Commission before applying this section to a
filing or recording under the Political Reform Act of 1974 (Title 9
(commencing with Section 81000)).
  SEC. 46.  Section 12175 is added to the Government Code, to read:
   12175.  The Secretary of State shall keep a fee book.  There shall
be entered in the book all fees, commissions, and compensation of
whatever nature or kind that are earned, collected, or charged, with
the date, name of payer, paid or not paid, and the nature of the
service in each case.  The book shall be verified annually by the
Secretary of State's affidavit entered therein.
  SEC. 47.  Section 12176 is added to the Government Code, to read:
   12176.  (a) Commencing July 1, 1992, all fees collected by the
Secretary of State's office pursuant to the Business and Professions
Code, Code of Civil Procedure, Commercial Code, Corporations Code,
Food and Agricultural Code, Harbors and Navigation Code, and this
code, excluding Section 81008 of this code, shall be paid into the
Secretary of State's Business Fees Fund which was created by former
                                            Section 12181 and is
hereby continued in existence in the State Treasury for the
administration of that portion of the Secretary of State's functions
under these codes.
   (b) It is the intent of the Legislature that moneys deposited into
the Secretary of State's Business Fees Fund shall be used to support
the programs from which fees are collected.  It is further the
intent of the Legislature that fees shall be sufficient to cover the
costs of these programs and shall be expended, commencing in the
1992-93 fiscal year, to the extent that appropriations are made in
the annual Budget Act.  Of the fees collected, and any interest
earned thereon, in excess of the authority of the Secretary of State
to expend pursuant to the annual Budget Act, up to one million
dollars ($1,000,000) may remain in the Secretary of State's Business
Fee Fund.  Any additional excess fees and interest earned shall be
transferred to the General Fund at the end of each fiscal year.
   At least weekly, all fees collected by the Secretary of State
shall be paid into the State Treasury.
  SEC. 48.  Section 12177 is added to the Government Code, to read:
   12177.  For services performed in his or her office, the Secretary
of State shall charge and collect the fees fixed in this article.
  SEC. 49.  Section 12178 is added to the Government Code, to read:
   12178.  No member of the Legislature or state officer shall be
charged for any search relative to matters appertaining to the duties
of his or her office, nor shall he or she be charged any fee for a
certified copy of any law or resolution passed by the Legislature
relative to his or her official duties.
  SEC. 50.  Section 12178.1 is added to the Government Code, to read:

   12178.1.  (a) Except for copies of documents on file prepared
pursuant to Section 12182, the fee for preparing a copy of any law,
resolution, record, or other document on file in the office of the
Secretary of State, is one dollar ($1) for the first page, and fifty
cents ($0.50) for each additional page.
   (b) Except for copies of documents on file prepared pursuant to
subdivision (a), the Secretary of State shall provide compilations,
indexes, extracts, or summaries of information, including computer
information, contained in the public records of the Secretary of
State at a charge sufficient to recover costs.  Except where a fee or
charge is prescribed by statute, the fee or charge imposed pursuant
to this subdivision shall not exceed ten dollars ($10) per inquiry.
   (c) Except as provided in Section 12185, the fee for comparing a
copy of any law, resolution, record, or other document or paper with
the original, or the certified copy of the original, on file in the
office of the Secretary of State, is three dollars ($3).
   (d) The Secretary of State may enter into contracts to provide
information and copies and access to information, including direct
access to computer information.  The contracts may include reasonable
conditions for access to information.  The amounts payable pursuant
to these contracts shall be sufficient to recover costs.
   (e) The Secretary of State may require persons and firms regularly
using the research facilities of the Secretary of State to use those
research facilities only pursuant to a contract under subdivision
(d).
   (f) All fees, reimbursements, and contract amounts pursuant to
this section shall be accounted as Secretary of State expenditure
reimbursements.
   (g) Fees for special handling pursuant to Section 12182 are in
addition to amounts pursuant to this section.
  SEC. 51.  Section 12179 is added to the Government Code, to read:
   12179.  The fee for attesting each patent for land issued by the
Governor is one dollar ($1) for each 160 acres, or fraction thereof.

  SEC. 52.  Section 12179.1 is added to the Government Code, to read:

   12179.1.  The fee for attesting each commission, passport, or
other document signed by the Governor is ten dollars ($10).
   A fee shall not be charged for attesting pardons, extradition
papers, military commissions, and commissions issued to nonsalaried
state officers other than notaries public.
  SEC. 53.  Article 3 (commencing with Section 12180) of Chapter 3 of
Part 2 of Division 3 of Title 2 of the Government Code is repealed.

  SEC. 54.  Article 3 (commencing with Section 12180) is added to
Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code,
to read:

      Article 3.  Business Programs

   12180.  The Secretary of State's office may adopt rules and
regulations as necessary to carry out this article, in accordance
with Chapter 3.5 (commencing with Section 11340) of Part 1.
   12182.  The Secretary of State shall charge and collect fees as
provided in this article and may also by regulation establish fees to
be charged and collected for copying and special handling in
connection with filing of documents, issuing of certificates, and
other services performed by the office.  The fees shall approximate
the estimated cost of copying and special handling.  Copying and
special handling fees shall be accounted as Secretary of State
expenditure reimbursements.
   12182.1.  The Secretary of State shall establish by regulation an
application, examination, and commission fee that shall not exceed
the amount necessary to cover the costs of commissioning notaries
public and the enforcement of laws governing notaries public.  The
fee shall not exceed one hundred dollars ($100) per commission.
   12183.  The Secretary of State shall charge and collect the
following fees for certification:
   (a) Certification of a document:  Five dollars ($5).
   (b) Certificate of status or filing:  Five dollars ($5).
   (c) Certificate of information:  Ten dollars ($10).
   12185.  Upon the filing of any document pursuant to any provision
of the Corporations Code for which there is a filing fee of
twenty-five dollars ($25) or more, the Secretary of State shall
compare and certify up to two copies without charge, provided that
the copies are submitted to the Secretary of State with the original
to be filed.
   12186.  The fees for corporate filings are the following:
   (a) Issuing a certificate of reservation of corporate name:  Ten
dollars ($10).
   (b) Registering a corporate name for the calendar year pursuant to
Section 2101 of the Corporations Code:  Fifty dollars ($50).
   (c) Filing articles of incorporation providing for shares:  One
hundred dollars ($100).
   (d) Filing articles of incorporation not providing for shares:
Thirty dollars ($30).
   (e) Filing the statement and designation upon the qualification of
a foreign, nonprofit, nonstock corporation, and of a foreign
corporation organized for educational, religious, scientific, or
charitable purposes, and not issuing shares:  Thirty dollars ($30).
   (f) Filing the statement and designation upon the qualification of
any other foreign corporation not provided for in subdivision (e):
One hundred dollars ($100).
   (g) Filing the biennial statement of information for every
corporation:  Twenty dollars ($20).
   (h) Filing the biennial statement of information for every foreign
corporation (other than a foreign association) qualified to transact
intrastate business:  Twenty dollars ($20).
   (i) Filing changes to any biennial statement of information:  No
fee.
   (j) Filing for the merger of one corporation solely with one or
more other corporations:  One hundred dollars ($100).
   (k) Filing for the merger of one or more corporations with one or
more other types of business entities:  One hundred fifty dollars
($150).
   (l) Filing a certificate of amendment changing the status of a
nonprofit corporation into a stock corporation:  Seventy dollars
($70).
   (m) Filing a certificate of election to dissolve a corporation, a
certificate of dissolution of a corporation, or a certificate of
surrender, or of change of address:  No fee.
   (n) Filing a statement of address by a foreign lending institution
on or before June 30 of each year pursuant to Section 2104 of the
Corporations Code:  Fifty dollars ($50).
   (o) Filing any other instrument by or on behalf of a corporation,
unless another fee is specified by law:  Thirty dollars ($30).
   12187.  The general partnership filing fees are the following:
   (a) Filing a statement of partnership:  Seventy dollars ($70).
   (b) Filing a statement of dissolution for the purposes of
canceling a statement of partnership:  No fee.
   (c) Filing any other partnership statement pursuant to this
chapter, unless another fee is specified by law or the law specifies
that no fee is to be charged:  Thirty dollars ($30).
   12188.  The limited partnership filing fees are the following:
   (a) Issuing a certificate of reservation of limited partnership
name:  Ten dollars ($10).
   (b) Filing a certificate of limited partnership or an application
for registration as a foreign limited partnership:  Seventy dollars
($70).
   (c) Filing an amendment, including restatements, to the
certificate of  limited partnership or to the application of a
foreign limited partnership:  Thirty dollars ($30).
   (d) Filing a certificate of continuation for a domestic limited
partnership after a certificate of dissolution has been filed:
Thirty dollars ($30).
   (e) Filing a certificate of dissolution or certificate of
cancellation by a limited partnership, either domestic or foreign:
No fee.
   (f) Filing a certificate of merger pursuant to Section 15678.4 of
the Corporations Code, for the merger of one limited partnership with
one or more other limited partnerships:  Seventy dollars ($70).
   (g) Filing merger documents for the merger of one or more limited
partnerships with one or more other types of business entities:  One
hundred fifty dollars ($150).
   12189.  The limited liability partnership filing fees are the
following:
   (a) Filing a registration for a registered limited liability
partnership:  Seventy dollars ($70).
   (b) Filing a registration for a foreign limited liability
partnership:  Seventy dollars ($70).
   (c) Filing an amendment to the registration of a limited liability
partnership registration:  Thirty dollars ($30).
   (d) Filing an amendment to the registration of a foreign limited
liability partnership:  Thirty dollars ($30).
   (e) Filing a notice of change of status pursuant to subdivision
(b) of Section 16954 of the Corporations Code:  Thirty dollars ($30).

   (f) Filing any other partnership statement for a limited liability
partnership, unless another fee is specified by law or the law
specifies that no fee is to be charged:  Thirty dollars ($30).
   12190.  The limited liability company filing fees are the
following:
   (a) Issuing a certificate of reservation of limited liability
company name:  Ten dollars ($10).
   (b) Filing articles of organization of a limited liability
company:  Seventy dollars ($70).
   (c) Filing an application for registration as a foreign limited
liability company:  Seventy dollars ($70).
   (d) Filing a certificate of amendment to the articles of
organization of a limited liability company:  Thirty dollars ($30).
   (e) Filing restated articles of organization of a limited
liability company:  Thirty dollars ($30).
   (f) Filing an amendment to the application for registration as a
foreign limited liability company:  Thirty dollars ($30).
   (g) Filing a certificate of correction for a limited liability
company:  Thirty dollars ($30).
   (h) Filing a certificate of continuation for a limited liability
company after a certificate of dissolution has been filed:  Thirty
dollars ($30).
   (i) Filing a certificate of merger for a merger of a limited
liability company with one or more other limited liability companies:
  Seventy dollars ($70).
   (j) Filing a certificate of merger for a merger of one or more
limited liability companies with one or more other business entities:
  One hundred fifty dollars ($150).
   (k) Filing the biennial statement of information of a limited
liability company or of a foreign limited liability company:  Twenty
dollars ($20).
   (l) Filing changes to any biennial statement of information:  No
fee.
   (m) Filing a certificate of dissolution or a certificate of
cancellation of articles of organization for purposes of the
dissolution of a limited liability company:  No fee.
   (n) Filing a certificate of cancellation for purposes of the
cancellation of registration of a foreign limited liability company:
No fee.
   (o) Filing any instrument by or on behalf of a limited liability
company, unless another fee is specified by law or the law specifies
that no fee is to be charged:  Thirty dollars ($30).
   12191.  The miscellaneous business entity filing fees are the
following:
   (a) Foreign Associations, as defined in Sections 170 and 171 of
the Corporations Code:
   (1) Filing the statement and designation upon the qualification of
a foreign association pursuant to Section 2105 of the Corporations
Code:  One hundred dollars ($100).
   (2) Filing an amended statement and designation by a foreign
association pursuant to Section 2107 of the Corporations Code:
Thirty dollars ($30).
   (3) Filing a certificate showing the surrender of the right of a
foreign association to transact intrastate business pursuant to
Section 2112 of the Corporations Code:  No fee.
   (b) Unincorporated Associations:
   (1) Filing a statement in accordance with Section 24003 of the
Corporations Code as to principal place of office or place for
sending notices or designating agent for service:  Twenty-five
dollars ($25).
   (2) Insignia Registrations:  Ten dollars ($10).
   12192.  The filing fees for a nonprofit mutual benefit ridesharing
corporation are the following:
   (a) Nonprofit mutual benefit corporation having as its sole
purpose the operation of a single ridesharing vanpool vehicle
designed for transporting at least seven persons, including the
driver, under an arrangement in which ridesharing is incidental to
another purpose of the driver:  No fee.
   (b) For purposes of this section ridesharing shall have the
meaning specified in Section 522 of the Vehicle Code.
   12193.  The trademark and service mark fees are the following:
   (a) Filing an application for registration of a trademark:
Seventy dollars ($70).
   (b) Issuing a certificate of assignment of a trademark:  Thirty
dollars ($30).
   (c) Filing a renewal for registration of a trademark:  Thirty
dollars ($30).
   (d) Filing of a name, mark, or device used as a brand:  Thirty
dollars ($30).
   (e) Issuing a certificate of filing of a laundry supply
designation:  Ten dollars ($10).
   (f)  Filing the registration of any name used by an organization:
Ten dollars ($10).
   (g) Issuing a certificate with the name of a farm, ranch, or
villa:  Ten dollars ($10).
   12194.  The fees for filing liens pursuant to the Code of Civil
Procedure and for filing financing statements and other Commercial
Code filings are the following:
   (a) Filing and indexing of each notice of lien or certificate of
notice affecting the lien:  Ten dollars ($10).
   (b) All financing statements or other Commercial Code filings:  If
the statement is in the standard form prescribed by the Secretary of
State:  Ten dollars ($10); all others:  Twenty dollars ($20).
   (c) Filing a certificate of release of a state tax lien:  Two
dollars ($2).
   12195.  (a) Special filing fees for joint powers agreements are
the following:
   (1) Filing a notice of a joint powers agreement:  One dollar ($1).

   (2) Filing an amendment of a joint powers agreement:  One dollar
($1).
   (3) Filing an executed copy of each agreement, lease, or equipment
trust certificate for an agency that financed or refinanced transit
equipment or transferred federal income tax benefits with respect to
transit equipment pursuant to subdivision (a) of Section 6518:  One
dollar ($1).
   (b) Special filing fees for athlete agents are the following:
   (1) Filing an athlete agent disclosure statement:  Thirty dollars
($30).
   (2) Filing an amendment to an athlete agent disclosure statement:
Twenty dollars ($20).
   (c) Special filing fees for a durable power of attorney for health
care are the following:
   (1) Filing a durable power of attorney for health care
registration:  No fee.
   (2) Filing an amendment to a durable power of attorney for health
care:  No fee.
   (d) The special filing fee for registering a claim as successor in
interest is ten dollars ($10).
   (e) The special filing fee for issuing a certificate of official
character is twenty dollars ($20).
   12197.  The Secretary of State shall charge and collect, as
applicable, fees for the following:
   (a) Service of process, as provided in Section 15800 of the
Corporations Code, for every partnership other than a foreign limited
partnership subject to Article 9 (commencing with Section 15691) of
Chapter 3 of Title 2 of the Corporations Code or a commercial banking
partnership established and transacting business in a place without
the United States, which is domiciled without this state and has no
regular place of business within the state:  Fifty dollars ($50).
   (b) Service of process for each registered limited liability
partnership whose principal office is not in this state and each
foreign limited liability partnership registered under Section 16959
of the Corporations Code:  Fifty dollars ($50).
   (c) Acceptance of copies of process against a corporation, firm,
partnership, limited liability company, association, business trust,
or natural person:  Fifty dollars ($50), unless another fee is
specified by law or the law specifies that no fee is to be charged.
   (d) Filing a statement of resignation as an agent pursuant to
paragraph (2) of subdivision (d) of Section 17061 of the Corporations
Code for an individual or entity previously designated as an agent
for service of process by a limited liability company:  No fee.
  SEC. 54.5.  Section 12182 is added to the Government Code, to read:

   12182.  (a) The Secretary of State shall charge and collect fees
as provided in this article and may also by regulation establish fees
to be charged and collected for copying and special handling in
connection with filing documents, issuing of certificates, and other
services performed by the office.
   (b) Except as provided in subdivision (c), the fees shall
approximate the estimated cost of copying and special handling.
   (c) Fees charged for preclearance of documents and expedited
filings may be in different amounts, which shall not exceed one
thousand dollars ($1,000).  Those fees may be charged only if the
special handling does not cause disruption or delay in the process of
normal handling of documents, and if the implementation of the
special handling is supported by an appropriation in the Budget Act.

   (d) Copying and special handling fees shall be accounted as
Secretary of State expenditure reimbursements.
   (e) The preclearance or expedited filing of documents by the
Secretary of State or his or her employees pursuant to this section
shall be considered discretionary pursuant to Section 820.2.
  SEC. 54.6.  Notwithstanding Section 7550.5 of the Government Code,
the Secretary of State shall provide a report to the Legislature
within two years of implementation of the special handling provided
for in subdivision (c) of Section 12182 of the Government Code.  The
report shall document the extent to which the special handling
service is utilized, the fees charged, and comparative timeframes for
regular and special handling regarding preclearance of documents and
expedited filings.  This section is repealed as of the January 1
following the submittal of the report to the Legislature.
  SEC. 55.  Section 601 of the Harbors and Navigation Code is
repealed.
  SEC. 56.  Section 602 of the Harbors and Navigation Code is
repealed.
  SEC. 57.  Section 603 of the Harbors and Navigation Code is
repealed.
  SEC. 58.  Section 604 of the Harbors and Navigation Code is
repealed.
  SEC. 59.  Section 21414 of the Public Utilities Code is repealed.

  SEC. 60.  The provisions of this act pertaining to information
technology may not be implemented, and no information technology
related preparatory work may be undertaken in connection with this
act, prior to July 1, 2001, unless otherwise authorized by the
Department of Information Technology pursuant to Executive Order
D-3-99.
  SEC. 61.  Section 9.5 of this bill incorporates amendments to
Section 990 of the Civil Code proposed by both this bill and SB 209.
It shall only become operative if (1) both bills are enacted and
become effective on or before January 1, 2000, (2) each bill amends
Section 990 of the Civil Code, and (3) this bill is enacted after SB
209, in which case Section 9 of this bill shall not become operative.

  SEC. 62.  Section 12182 as added to the Government Code by Section
54.5 of this bill incorporates amendments to Section 12208 of the
Government Code proposed by SB 408.  Sections 54.5 and 54.6 of this
bill shall only become operative if (1) both bills are enacted and
become effective on or before January 1, 2000, (2) this bill repeals
Section 12208 of, and adds Section 12182 to, the Government Code and
SB 408 amends Section 12208 of the Government Code, and (3) this bill
is enacted after SB 408, in which case Section 12182 of the
Government Code, as added by Section 54 of this bill, and Section 2
of SB 408 shall not become operative.
